Common use of Investor Participation Rights Clause in Contracts

Investor Participation Rights. At any time after the Closing Date and prior to the date on which the Investor beneficially owns less than 5% of the Common Stock on a fully-diluted basis: (a) At least 30 days prior to any transfer, assignment or any other disposition of Stockholder Shares (other than a transfer (i) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in force) or (ii) in other sales through a broker or dealer in the public stock market over an exchange or the Nasdaq Stock Market (a "Transfer"), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the Transfer (including the proposed price at which the Stockholder Shares is to be transferred). The Investor may elect to participate in the contemplated Transfer by delivering written notice of such election to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor elects to participate in such Transfer, each of the Transferring Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (A) the quotient determined by dividing the number of Stockholder Shares owned by such Person by the aggregate number of Stockholder Shares owned by the Transferring Stockholder and the Investor and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 shares of Common Stock by the Transferring Stockholder, and if the Transferring Stockholder at such time owns shares which constitute 30% of all Common Stock which are Stockholder Shares and if the Investor elects to participate in such Transfer and the Investor owns shares of Common Stock which constitutes 10% of all of the Common Stock which are Stockholder Shares, the Transferring Stockholder would be entitled to sell 75 shares of Common Stock (30% / 40% x 100 shares) and the Investor would be entitled to sell 25 shares of Common Stock (10% / 40% x 100 shares). (b) The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer, and the Transferring Stockholder will not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (i) simultaneously with such Transfer, the prospective transferee(s) purchases from the Investor at the same price and on the same terms, the number of Stockholder Shares which it is entitled to sell to such prospective transferee pursuant to Section 1 above or (ii) simultaneously with such Transfer, the Transferring Stockholder purchases the number of Stockholder Shares from the Investor at the same price and on the same terms which the Investor would have been entitled to sell pursuant to Section 1 above.

Investor Participation Rights. At any time after the Closing Date and prior to the date on which the Investor beneficially owns less than 5% of the Common Stock on a fully-diluted basis: (a) At least 30 days prior to any transfer, assignment or any other disposition of Stockholder Shares (other than a transfer (i) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in force) or (ii) in other sales through a broker or dealer in the public stock market over an exchange or the Nasdaq Stock Market (a "Transfer"), the transferring Stockholder (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares shares to be transferred and the terms and conditions of the Transfer (including the proposed price at which the Stockholder Shares is to be transferred). The Investor may elect to participate in the contemplated Transfer by delivering written notice of such election to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor elects to participate in such Transfer, each of the Transferring Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (A) the quotient determined by dividing the number of Stockholder Shares owned by such Person by the aggregate number of Stockholder Shares owned by the Transferring Stockholder and the Investor and (B) the number of Stockholder Shares shares to be sold in the contemplated Transfer. NYFS07...:\56\53356\0056\2011\SCH1078J.39G For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 shares of Common Stock by the Transferring Stockholder, and if the Transferring Stockholder at such time owns shares which constitute 30% of all Common Stock which are Stockholder Shares and if the Investor elects to participate in such Transfer and the Investor owns shares of Common Stock which constitutes 10% of all of the Common Stock which are Stockholder Shares, the Transferring Stockholder would be entitled to sell 75 shares of Common Stock (30% / 40% x 100 shares) and the Investor would be entitled to sell 25 shares of Common Stock (10% / 40% x 100 shares). (b) The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer, and the Transferring Stockholder will not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (i) simultaneously with such Transfer, the prospective transferee(s) purchases from the Investor at the same price and on the same terms, the number of Stockholder Shares which it is entitled to sell to such prospective transferee pursuant to Section 1 above or (ii) simultaneously with such Transfer, the Transferring Stockholder purchases the number of Stockholder Shares from the Investor at the same price and on the same terms which the Investor would have been entitled to sell pursuant to Section 1 above.

Investor Participation Rights. At any time after the Closing Date and prior to the date on which the Investor beneficially owns less than 5% of the Common Stock on a fully-diluted basis: (ai) At least 30 45 days prior to any transfer, assignment or any other disposition of Stockholder Shares Transfer (other than any Transfer permitted by paragraph 3(c)) of any Hoechst Shares by a transfer (i) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in force) or (ii) in other sales through a broker or dealer in the public stock market over an exchange or the Nasdaq Stock Market holder thereof (a "TransferHoechst Stockholder"), the transferring Hoechst Stockholder (will deliver to ------------------- Holdings, the "Transferring Stockholder") shall deliver GS Designee and the Xxxx Designee a written notice (the a "Sale ---- Notice") to the Investor, specifying in reasonable detail the identity of the prospective ------ transferee(s), the number of Stockholder Shares to be transferred ) and the terms and conditions of the Transfer (including the proposed price at which the Stockholder Shares is to be transferred)contemplated Transfer. The holders of Investor Shares may elect to participate in the contemplated Transfer by delivering written notice of such election to the Transferring Hoechst Stockholder within 30 45 days after delivery of the Sale Notice. If the any holders of Investor elects Shares have elected to participate in such Transfer, each of the Transferring Hoechst Stockholder and the Investor shall such holders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares shares of each class of Common Stock being Transferred equal to the product of (A) the quotient determined by dividing the number of Stockholder Shares shares of such class of Common Stock owned by such Person person by the aggregate number of Stockholder Shares shares of such class of Common Stock owned by the Transferring Hoechst Stockholder and the Investor such holders participating in such sale and (B) the number of Stockholder Shares shares of such class of Common Stock to be sold in the contemplated Transfer. For example (by way of illustration only)Notwithstanding the foregoing, if in the Sale Notice contemplated a sale of 100 event that the Hoechst Stockholder intends to Transfer shares of more than one class of Common Stock by Stock, the Transferring Stockholder, and if the Transferring Stockholder at such time owns shares which constitute 30% holders of all Common Stock which are Stockholder Investor Shares and if the Investor elects to participate participating in such Transfer and shall be required to sell in the Investor owns contemplated Transfer a pro rata portion of shares of Common Stock which constitutes 10% of all of the Common Stock which are Stockholder Shares, the Transferring Stockholder would be entitled to sell 75 shares such classes of Common Stock (30% / 40% x 100 shares) and Stock, which portion shall be determined in the Investor would be entitled to sell 25 shares of Common Stock (10% / 40% x 100 shares)manner set forth immediately above. (bii) The Transferring Hoechst Stockholder will use its best reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the holders of Investor Shares in any contemplated Transfer, and the Transferring Hoechst Stockholder will not Transfer any of its Stockholder Shares shares of Common Stock to the prospective transferee(s) unless (iA) simultaneously with such Transfer, the prospective transferee(s) purchases purchases, at the same price and on the same terms, from such holders the Investor shares of Common Stock which they are entitled to sell to such prospective transferee pursuant to paragraph 3(b)(i) or (B) simultaneously with such Transfer, the Hoechst Stockholder purchases, at the same price and on the same terms, the number of Stockholder shares of Common Stock from the holder of Investor Shares which it is entitled to sell to such prospective transferee pursuant to Section 1 above or (ii) simultaneously with such Transfer, the Transferring Stockholder purchases the number of Stockholder Shares from the Investor at the same price and on the same terms which the Investor holder would have been entitled to sell pursuant to Section 1 the last sentence of paragraph 3(b)(i) above. (iii) If the Transfer contemplated by a Sale Notice is not consummated within 90 days after the delivery thereof, such Sale Notice and all elections by the holders of Investor Shares (if any) shall be deemed to have been rescinded (and any subsequent Transfer will continue to be governed by this paragraph 3(b)); provided that such 90 day period shall be extended to 245 days solely to the extent that such Transfer is not consummated due to delay in the receipt of regulatory approvals.

Investor Participation Rights. At any time after the Closing Date and prior to the date on which the Investor beneficially owns less than 5% of the Common Stock on a fully-diluted basis: (a) At least 30 days prior to any transfer, assignment or any other disposition of Stockholder Shares (other than a transfer (i) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in force) or (ii) in other sales through a broker or dealer in the public stock market over an exchange or the Nasdaq Stock Market (a "TransferTRANSFER"), the transferring Stockholder (the "Transferring StockholderTRANSFERRING STOCKHOLDER") shall deliver a written notice (the "Sale NoticeSALE NOTICE") to the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the Transfer (including the proposed price at which the Stockholder Shares is to be transferred). The Investor may elect to participate in the contemplated Transfer by delivering written notice of such election to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor elects to participate in such Transfer, each of the Transferring Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (A) the quotient determined by dividing the number of Stockholder Shares owned by such Person by the aggregate number of Stockholder Shares owned by the Transferring Stockholder and the Investor and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. For example FOR EXAMPLE (by way of illustration onlyBY WAY OF ILLUSTRATION ONLY), if the Sale Notice contemplated a sale of 100 shares of Common Stock by the Transferring Stockholder, and if the Transferring Stockholder at such time owns shares which constitute 30% of all Common Stock which are Stockholder Shares and if the Investor elects to participate in such Transfer and the Investor owns shares of Common Stock which constitutes 10% of all of the Common Stock which are Stockholder Shares, the Transferring Stockholder would be entitled to sell 75 shares of Common Stock (30% / 40% x 100 shares) and the Investor would be entitled to sell 25 shares of Common Stock (10% / 40% x 100 shares). (b) The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer, and the Transferring Stockholder will not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (i) simultaneously with such Transfer, the prospective transferee(s) purchases from the Investor at the same price and on the same terms, the number of Stockholder Shares which it is entitled to sell to such prospective transferee pursuant to Section 1 above or (ii) simultaneously with such Transfer, the Transferring Stockholder purchases the number of Stockholder Shares from the Investor at the same price and on the same terms which the Investor would have been entitled to sell pursuant to Section 1 above.